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Software Non Disclosure Agreement for the United States

Software Non Disclosure Agreement Template for United States

A Software Non-Disclosure Agreement is a legally binding contract under U.S. law that protects confidential information related to software, including source code, algorithms, architectures, and related technical documentation. This agreement establishes obligations for maintaining confidentiality, permitted uses of the information, and consequences of breach. It is governed by federal laws including the Defend Trade Secrets Act and state-specific trade secret protection laws, providing comprehensive protection for software-related intellectual property.

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What is a Software Non Disclosure Agreement?

Software Non-Disclosure Agreements are essential when sharing sensitive software-related information with third parties in the United States. This document is commonly used when discussing proprietary software development, during due diligence, or when granting access to source code or technical documentation. It ensures protection under both federal and state laws, including the Defend Trade Secrets Act and Uniform Trade Secrets Act. The agreement typically covers source code, algorithms, architecture designs, and development methodologies.

What sections should be included in a Software Non Disclosure Agreement?

1. Parties: Identification of the disclosing and receiving parties, including full legal names and addresses

2. Background: Context of the agreement, purpose of sharing confidential information, and nature of the business relationship

3. Definitions: Definitions of key terms including 'Confidential Information', 'Software', 'Trade Secrets', 'Proprietary Information', and 'Permitted Purpose'

4. Confidentiality Obligations: Core obligations regarding protection and non-disclosure of confidential information, including standard of care

5. Permitted Use: Scope of authorized use of the confidential information and restrictions on use

6. Term and Termination: Duration of the agreement, survival of obligations, and conditions for termination

7. Return of Information: Requirements and procedures for returning or destroying confidential information upon termination

8. Remedies: Legal remedies available in case of breach, including injunctive relief

What sections are optional to include in a Software Non Disclosure Agreement?

1. Export Control: Provisions addressing compliance with US export control laws when software involves controlled technologies

2. Source Code Protection: Additional protective measures specifically for source code access and handling

3. Data Privacy Compliance: Specific requirements for handling personal data and compliance with privacy laws

4. Reverse Engineering Prohibition: Explicit prohibitions on reverse engineering, decompiling, or disassembling the software

5. Employee and Contractor Obligations: Specific provisions for ensuring compliance by employees and contractors who may access the information

What schedules should be included in a Software Non Disclosure Agreement?

1. Schedule A - Description of Software: Detailed description of software and related technologies covered by the NDA

2. Schedule B - Authorized Personnel: List of individuals or roles authorized to access and handle the confidential information

3. Schedule C - Security Requirements: Specific security measures and protocols required for protecting the confidential information

4. Schedule D - Return Certificate: Template certificate for confirming the return or destruction of confidential information

Authors

Alex Denne

Head of Growth (Open Source Law) @ ¶¶Òõ¶ÌÊÓÆµ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Jurisdiction

United States

Cost

Free to use
Clauses




























Industries

Defend Trade Secrets Act (DTSA): Federal law enacted in 2016 that provides uniform federal protection for trade secrets and allows companies to file trade secret cases in federal courts

Economic Espionage Act: Federal law from 1996 that criminalizes theft of trade secrets for the benefit of foreign entities or with intent for economic benefit

Computer Fraud and Abuse Act (CFAA): Federal law that addresses computer-related crimes, including unauthorized access to protected computers and data theft

Federal Copyright Act: Primary federal legislation governing copyright law in the US, protecting original works including software code

Digital Millennium Copyright Act (DMCA): Federal law addressing copyright issues in digital media and software, including anti-circumvention provisions

Uniform Trade Secrets Act (UTSA): Model law adopted by most states that provides uniform standards for trade secret protection at the state level

State Contract Laws: State-specific laws governing contract formation, enforcement, and remedies that affect NDA validity

State Trade Secret Laws: State-specific variations and implementations of trade secret protection laws

Industry-Specific Regulations: Sector-specific requirements such as HIPAA for healthcare software or financial regulations for fintech applications

Employment Law Considerations: State and federal employment laws affecting NDAs, including whistleblower protections and employee rights

Data Protection Laws: Federal and state laws governing data privacy, protection, and handling of sensitive information

Export Control Regulations: Federal regulations controlling the export of sensitive technologies and technical data to foreign countries

Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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